As filed with the Securities and Exchange Commission on December 13, 2001 Reg. No. 333-75016 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------- POST-EFFECTIVE AMENDMENT NO. 1 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------------- ESYNCH CORPORATION (Exact name of registrant as specified in its charter) Deleware 87-0461856 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 29 Hubble, Irvine, California 92618 (Address of principal executive offices) ------------------------------------------------ Agreements with the Following Persons: Paul Kessler Mark L. Baum Wayne Coleson John Vasquez (Full title of plan) ------------------------- Thomas Hemingway eSynch Corporation 29 Hubble Irvine, California 92618 (Name and address of agent for service) (949) 727-3233 (Telephone number, including area code of agent for service) Copy to: The Baum Law Firm Mark L. Baum, Esq. City National Bank Building 4275 Executive Square Second Floor, Suite 210 La Jolla, California 92037 (858) 638-7878 CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of securities Amount to be offering price Aggregate offering Amount of to be registered Registered per share Price (1) Registration fee (2) -------------------- ------------ ----------------- -------------------- --------------------- Common Stock 5,630,000 $ 0.035 $ 197,050 $ 49.73 (no par value) -------------------- ------------ ----------------- -------------------- --------------------- (1) Estimated solely for the purpose of determining the amount of registration fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations under the Securities Act of 1993, based upon the original exercise price of 4,040,000 options at $.05. (2) Previously paid $50.50 INTRODUCTORY STATEMENT This Amended Registration Statement relates to shares of eSynch Corporation (the "Common Shares") issuable pursuant to certain advisory and consulting agreements that were previously reported in a Registration Statement on Form S-8 filed with the Securities Exchange Commission on December 13th, 2001, file number 333-75016. This Amended Registration Statement is being filed to add two new consulting agreements, and to modify one previously filed consulting agreement. The total number of common shares being registered was increased from 4,040,000 to 5,630,000. PART II INFORMATION REQUIRED IN THE EMENDED REGISTRATION STATEMENT In accordance with General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 previously filed by eSynch Corporation with the Securities Exchange Commission on December 13th, 2001, file number 333-75016 is hereby incorporated herein by reference and made a part hereof. Item 8. Exhibits INDEX TO EXHIBITS Exhibit Sequentially NO. Description Numbered Pages --- ----------- -------------- 4.1 Advisory and Consulting Agreements, as amended (a) Paul Kessler (b) Mark L. Baum (c) Wayne Coleson (d) John Vasquez 5.1 Opinion of Counsel, regarding the legality of the securities registered hereunder. 23.1 Consent of Hansen, Barnett & Maxwell CPA 24 Power of Attorney (Contained within Signature Page) 2